Elektrobit Group Oyj - RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
March 15, 2006
RESOLUTIONS MADE BY THE ANNUAL GENERAL SHAREHOLDERS' MEETING OF ELEKTROBIT GROUP PLC.
At the Annual General Shareholders' Meeting of Elektrobit Group Plc. the financial statements of the Group and the parent company for the financial period of 2005 were approved and the members of the Board of the Directors and the Presidents of Elektrobit Group Plc. were discharged from liability. The Shareholders' Meeting resolved that in accordance with the Board of Directors' proposal dividend of EUR 0,07 per share, i.e a total of EUR 9,058,888.30 be distributed for the financial period of 2005 and that the rest of the profit shall remain in equity. It was resolved that the articles of association be amended so as to enable the number of board members to be 3-7. Mr. J.T. Bergqvist, Mr. Juha Sipilä, Mr. Juha Hulkko, Mr. Tapio Tammi, Mr. Matti Lainema and Mr. Jukka Harju were elected to the Board of Directors of Elektrobit Group Plc. The membership of Mr. Jukka Harju shall commence as soon as the change in the articles of association concerning the number board members has been registered. Ernst & Young Ltd., Authorized Public Accountant Firm, was elected to be the auditor of the company.
The Annual General Shareholders' Meeting resolved to approve also the following proposals of the Board of Directors:
I. The Board of Directors were authorised to decide on a new issue or to take convertible loans, in one or more instalments. In the new issue or taking of convertible loans a right can be given to subscribe for a maximum total of 21.332.538 shares, the accounting par value equivalent of which is EUR 0.10 per share, and from which a maximum of 5,000,000 shares may be used to create incentives for the personnel. On the basis of the authorisation the share capital may be increased by a maximum of EUR 2,133,253,80. The total proposed amount remains below 20 per cent of the currently registered share capital and the total voting rights. The authorisation is valid until the next following Annual General Shareholders' Meeting, however not later than until 15 March 2007.
The authorisation contains a right to deviate from the shareholders pre-emptive right of subscription of new shares and convertible loans rights set out in Chapter 4, Section 2 of the Companies Act as well as a right to decide on the persons entitled to subscription, the terms of subscription and the terms of the convertible loans. In addition the authorisation contains a right to decide on subscription prices. Deviation from the shareholders' pre-emptive subscription rights requires that there is a weighty financial reason for this, such as arrangement connected with development of the Company's business or capital structure or financing acquisitions or to encouragement of the personnel. Resolution to this effect shall not, however, be made for the benefit of a party belonging to the inner circle of the company as defined in Chapter 1, Section 4, Subsection 1 of the Companies' Act. When the share capital is increased in another way than on the basis of a convertible loan, the Board of Directors is authorised to decide that the shares may be subscribed against a contribution in kind, by means of set-off or otherwise with specific terms.
II. Granting of option rights
The Annual General Meeting decided that option rights with a commitment to shareholding be granted to Elektrobit Group Plc.'s new directors.
Deviating from the shareholders' pre-emptive subscription rights, the option rights will be offered to Elektrobit Group Plc.'s new managing director and the new chairman of the board of directors. Deviation from the shareholders' pre-emptive subscription right was decided because the option rights are intended to be a part of the Group's incentive and commitment scheme for the management.
The maximum number of option rights to be granted will be 1,750,000 of which 750,000 will be granted to the chairman of the board and 1,000,000 will be granted to the managing director. The option rights will be granted free of charge and the option rights shall be recorded as 2006A,
Reception of option rights 2006A requires that: 1) for the managing director that he, directly or indirectly, has acquired 75,000 shares of Elektrobit Group Plc.; and 2) for the chairman of the board that he, directly or indirectly, has acquired 100,000 shares of Elektrobit Group Plc.
The share subscription price for option rights 2006A shall be the mean price of Elektrobit shares on the Helsinki Exchanges between 1 March 2006 and 31 March 2006, weighted by trading volume. On each record date for dividends the subscription prices of shares to be subscribed with the option rights will be reduced by the amount of any dividends regarding which the decision to distribute is made between the start of the price-setting period and the subscription of shares. The share subscription price for option rights 2006A shall always be at least the book value equivalent of the share.
The share subscription period associated with the 2006A option rights shall be from 1 May 2009 to 31 May 2012.
Subscriptions made using the 2006A option rights may increase the share capital of Elektrobit Group Plc. by a maximum of 175,000 euro and the number of shares by a maximum of 1,750,000 new shares.
The persons entitled to option rights belong to the company's inner circle. These persons currently hold a maximum of 1% of the company's shares and associated voting rights.
The proportion of the shares to be subscribed using the new option rights will be 1.3% of the company's shares and associated voting rights after the allowed increase in share capital.
Oulunsalo, March 15, 2006
Elektrobit Group Plc.
The Board of Directors
FURTHER INFORMATION:
Maija-Liisa Fors
Director, Investor Relations
Elektrobit Group Plc.
Tel. +358 40 344 2875
Juha Hulkko
CEO
Elektrobit Group Plc.
Tel. +358 40 344 5000
DISTRIBUTION:
Helsinki Exchanges
Main media offices
